FORM 6-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

January 8, 2016

 

REPSOL OIL & GAS CANADA INC.

 

Commission File No. 1-6665

[Translation of registrant’s name into English]

 

2000, 888 - 3rd Street S.W.,

Calgary, Alberta, Canada, T2P 5C5

[Address of principal executive offices]

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F o          Form 40-F x

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 



 

Exhibit      Title

 

99.1                        Repsol Oil & Gas Canada Inc. (formerly Talisman Energy Inc.) Announces Final Results of its Debt Tender Offer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

REPSOL OIL & GAS CANADA INC.

 

[Registrant]

 

 

 

Date:                  January 8, 2016

By:

/s/

 

 

Daryn V. MacEachern

 

 

Assistant Corporate Secretary

 

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Exhibit 99.1

 

Repsol Oil & Gas Canada Inc.

Calgary, Alberta, Canada

Tel.: 403-237-1234

www.repsol.com

Info@repsol.com

 

 

PRESS RELEASE

 

Calgary, January 8, 2016

 

3 pages

 

Repsol Oil & Gas Canada Inc. (formerly Talisman Energy Inc.) Announces Final Results of its Debt Tender Offer

 

Repsol Oil & Gas Canada Inc. (prior to January 1, 2016 known as Talisman Energy Inc.) (the “Offeror”), announced today the final results of its previously announced tender offer (the “Offer”) to purchase for cash for a combined aggregate principal amount of up to $2,000,000,000 (the “Maximum Tender Amount”) of the 5.85% Senior Notes due 2037 (CUSIP No. 87425E AJ2), 5.50% Senior Notes due 2042 (CUSIP No. 87425E AN3), 6.25% Senior Notes due 2038 (CUSIP No. 87425E AK9), 7.25% Debentures due 2027 (CUSIP No. 87425E AE3) and 5.75% Senior Notes due 2035 (CUSIP No. 87425E AH6) issued by the Offeror (collectively, the “Securities”).

 

The Offeror accepted for purchase $359,879,000 aggregate principal amount of the 5.85% Senior Notes due 2037, $467,670,000 aggregate principal amount of the 5.50% Senior Notes due 2042, $468,053,000 aggregate principal amount of the 6.25% Senior Notes due 2038, $201,615,000 aggregate principal amount of the 7.25% Debentures due 2027 and $27,314,000 aggregate principal amount of the 5.75% Senior Notes due 2035 that were validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on December 8, 2015 (the “Early Tender Date”). Settlement in respect of these Securities occurred on December 11, 2015.

 

In addition, the Offeror accepted for purchase $5,840,000 aggregate principal amount of the 5.50% Senior Notes due 2042, $300,000 aggregate principal amount of the 6.25% Senior Notes due 2038, $41,524,000 aggregate principal amount of the 7.25% Debentures due 2027 and $157,000 aggregate principal amount of the 5.75% Senior Notes due 2035 that were validly tendered following the Early Tender Date but on or prior to 12:00 midnight, New York City time, on December 22, 2015 (one minute after 11:59 p.m., New York City time, on December 22, 2015) (the “Prior Expiration Date”).  Settlement in respect of these Securities occurred on December 24, 2015.

 

Following the Prior Expiration Date and on or prior to 12:00 midnight, New York City time, on January 7, 2016 (one minute after 11:59 p.m., New York City time, on January 7, 2016) (the “Expiration Date”), an additional $26,000 aggregate principal amount of the 5.85% Senior Notes due 2037 and an additional $100,000 aggregate principal amount of the 7.25% Debentures due 2027 were validly tendered and all such Securities have been accepted for purchase.  Payment for these Securities is expected to be made on January 11, 2016, and holders of such Securities will receive in respect of such purchased Securities the applicable “Tender Offer Consideration”, namely the

 

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applicable Total Consideration minus the applicable Early Tender Premium, as set forth in the table below, plus accrued and unpaid interest on such Securities to, but not including, the settlement date.

 

The aggregate amount of Securities validly tendered and accepted for purchase in the Offer, including Securities validly tendered and not validly withdrawn on or prior to the Early Tender Date and Securities validly tendered following the Early Tender Date but on or prior to the Expiration Date, is set out below:

 

Title of
Security

 

CUSIP and ISIN
Numbers

 

Principal Amount
Outstanding(1)

 

Principal
Amount
Tendered and
Accepted

 

Acceptance
Priority
Level

 

Early
Tender
Premium
(per $1,000)

 

Total
Consideration
(per $1,000)(2)

 

Tender Offer
Consideration
(per $1,000)

 

5.85% Senior Notes due 2037

 

87425E AJ2
US87425EAJ29

 

$

500,000,000

 

$

359,905,000

 

1

 

$

50.00

 

$

852.13

 

$

802.13

 

5.50% Senior Notes due 2042

 

87425E AN3
US87425EAN31

 

$

600,000,000

 

$

473,510,000

 

2

 

$

50.00

 

$

807.82

 

$

757.82

 

6.25% Senior Notes due 2038

 

87425E AK9
US87425EAK91

 

$

600,000,000

 

$

468,353,000

 

3

 

$

50.00

 

$

888.06

 

$

838.06

 

7.25% Debentures due 2027

 

87425E AE3
US87425EAE32

 

$

300,000,000

 

$

243,239,000

 

4

 

$

50.00

 

$

1,068.17

 

$

1,018.17

 

5.75% Senior Notes due 2035

 

87425E AH6
US87425EAH62

 

$

125,000,000

 

$

27,471,000

 

5

 

$

50.00

 

$

847.29

 

$

797.29

 

 


(1)         As of the commencement of the Offer.

(2)         Inclusive of the Early Tender Premium.

 

The Offer was made upon the terms and was subject to the general conditions set forth in the Offer to Purchase dated November 24, 2015, as amended by the Offeror’s press release dated December 9, 2015 announcing an increase in the Maximum Tender Amount to $1,524,531,000, and as further amended by the Offeror’s press release dated December 23, 2015 announcing an increase in the Maximum Tender Amount to $2,000,000,000, establishing a new interim settlement date and extending the Expiration Date to 12:00 midnight, New York City time, on January 7, 2016 (one minute after 11:59 p.m., New York City time, on January 7, 2016).

 

Citigroup Global Markets Limited and J.P. Morgan Securities LLC acted as dealer managers for the Offer. The tender agent and information agent for the Offer was D.F. King & Co., Inc. Questions regarding the Offer should be directed to Citigroup Global Markets Limited, Liability Management Group, at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or +44-20-7986-8969 and J.P. Morgan Securities LLC, Liability Management Group, at (866) 834-4666 (toll-free) or (212) 834-3617 (collect).

 

As previously announced, effective January 1, 2016, the Offeror changed its legal name from Talisman Energy Inc. to Repsol Oil & Gas Canada Inc. The legal name change does not create a new legal entity, affect the Offer or the Securities or affect any rights or obligations under existing agreements, licenses, or permits.

 

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About Repsol Oil & Gas Canada Inc.

 

Repsol Oil & Gas Canada Inc. is an upstream oil and gas company, incorporated in Canada and is a wholly owned subsidiary of the Spanish integrated energy company Repsol S.A.

 

For media and general inquiries, please contact:

 

Brent Anderson

Communications and External Relations Manager

Phone: 403-237-1912

Email: info@repsol.com

 

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